Title 48, Securities, Corporations And Associations

(a) If the secretary of state determines that one (1) or more grounds exist under § 48-24-201 for dissolving a corporation, the secretary of state shall serve the corporation with notice of the secretary of state's determination under §§ 48-15-104 and 48-15-105, except that such …

(a) A corporation administratively dissolved under § 48-24-202 may apply to the secretary of state for reinstatement. The application must:(1) Contain a confirmation of good standing relative to such foreign corporation;(2) Recite the name of the corporation at its date of dissol…

(a) If the secretary of state denies a corporation's application for reinstatement following administrative dissolution, the secretary of state shall serve the corporation under §§ 48-15-104 and 48-15-105 with a written notice that explains the reason or reasons for denial. (b) T…

(a) When a corporation, which has been administratively dissolved or has had its charter revoked, wishes to terminate its corporate existence, it may do so without first being reinstated by delivering to the secretary of state for filing articles of termination following administ…

(1) A corporation that has been administratively dissolved by the expiration of its period of duration may reinstate within one (1) year of the expiration of the period of duration by:(1) Amending its charter to extend its period of duration or set the period of duration to perpe…

(1) Any court of record with proper venue in accordance with § 48-24-302 may dissolve a corporation:(1) In a proceeding by the attorney general and reporter if it is established that the corporation:(A) Obtained its charter through fraud;(B) Has exceeded or abused the authority c…

(a) Venue for a proceeding by the attorney general and reporter to dissolve a corporation lies in Davidson County. Venue for a proceeding brought by any other party named in § 48-24-301 lies in the county where the corporation's principal office (or, if none in this state, its re…

(a) A court of record having equity jurisdiction in a judicial proceeding brought to dissolve a corporation may appoint one (1) or more receivers to wind up and liquidate, or one (1) or more custodians to manage the business and affairs of the corporation. The court shall hold a …

(a) If after a hearing the court determines that one (1) or more grounds for judicial dissolution described in § 48-24-301 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a cert…

(a) A foreign corporation, except a foreign insurance corporation subject to title 56, may not transact business in this state until it obtains a certificate of authority from the secretary of state. (b) The following activities, among others, do not constitute transacting busine…

(a) A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority. (b) The successor to a foreign corporation that transacted business in this state …

(a) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state for filing. The application must set forth:(1) The name of the foreign corporation and, if different, the name under which …

(a) A foreign corporation authorized to transact business in this state must obtain an amended certificate of authority from the secretary of state if it changes:(1) Its corporate name;(2) The period of its duration; or(3) The state or country of its incorporation. (1) Its corpor…

(a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in chapters 11-27 of this title. (b) A foreign corporation with a valid cer…

(a) A foreign corporation may obtain or maintain a certificate of authority to transact business in this state under any of the following names:(1) The corporate name of the foreign corporation; provided, that such name complies with § 48-14-101;(2) An assumed corporate name whic…

(1) Each foreign corporation authorized to transact business in this state shall continuously maintain in this state:(1) A registered office that may be the same as any of its places of business; and(2) A registered agent who maintains an office at the same street address as the …

(a) A foreign corporation authorized to transact business in this state may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth:(1) Its name;(2) If the current registered office is to be changed…

(a) The registered agent of a foreign corporation may resign the agency appointment by signing and filing with the secretary of state, an original statement of resignation accompanied by the agent's certification that the agent has mailed written notice of the registered agent's …

(a) The registered agent of a foreign corporation authorized to transact business in this state is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the foreign corporation. (b) Service on a foreign corporation when the…

(a) A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the secretary of state. (b) A foreign corporation authorized to transact business in this state may apply for a certificate o…

(1) The secretary of state may commence a proceeding under § 48-25-302 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:(1) The foreign corporation does not deliver its properly completed annual report to the secreta…

(a) If the secretary of state determines that one (1) or more grounds exist under § 48-25-301 for revocation of a certificate of authority, the secretary of state shall serve the foreign corporation with notice of the secretary of state's determination under § 48-25-110, except t…

(a) A foreign corporation whose certificate of authority is administratively revoked under § 48-25-302 may apply to the secretary of state for reinstatement. The application must:(1) Contain a confirmation of good standing relative to such foreign corporation;(2) Recite the name …

(a) If the secretary of state denies a foreign corporation's application for reinstatement following administrative revocation, the secretary of state shall serve the corporation under §§ 48-15-104 and 48-15-105 with a notice that explains the reason or reasons for denial. (b) Th…

(a) When a foreign corporation, which has had its certificate of authority revoked, wishes to withdraw from the state, it may do so without first being reinstated by delivering to the secretary of state for filing an application for a certificate of withdrawal following administr…

(a) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of direct…

(a) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in § 48-26-101(e), if the shareholder gives the corporation written notice of the shareholder's…

(a) A shareholder's agent or attorney has the same inspection and copying rights as the shareholder the agent or attorney represents. (b) The right to copy records under § 48-26-102 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other m…

(a) If a corporation does not allow a shareholder who complies with § 48-26-102(a) to inspect and copy any records required by that subsection to be available for inspection, a court of record having equity jurisdiction in the county where the corporation's principal office (or, …

(a) A director of a corporation is entitled to inspect and copy the books, records and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director's duties as a director, including duties as a member of a committee, but …

(a) Whenever notice would otherwise be required to be given under chapters 11-27 of this title to a shareholder, such notice need not be given if:(1) Notices to shareholders of two (2) consecutive annual meetings, and all notices of meetings during the period between such two (2)…

(a) A corporation shall prepare annual financial statements, which may be consolidated or combined statements of the corporation and one (1) or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that ye…

(a) If a corporation indemnifies or advances expenses to a director under § 48-18-502, § 48-18-503, § 48-18-504 or § 48-18-505 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the shar…

(a) Each domestic corporation, and each foreign corporation authorized to transact business in this state, shall deliver to the secretary of state for filing an annual report that sets forth:(1) The name of the corporation and the state or country under whose law it is incorporat…

(a) Chapters 11-27 of this title apply to all domestic corporations for profit in existence on January 1, 1988, that were incorporated under any general statute of this state providing for incorporation of corporations for profit. Chapters 11-27 shall, however, not apply to corpo…

A foreign corporation authorized to transact business in this state on January 1, 1988, is subject to chapters 11-27 of this title, but is not required to obtain a new certificate of authority to transact business under chapters 11-27 of this title.

(a) Except as provided in subsection (b), the repeal of a statute by chapters 11-27 of this title does not affect:(1) The operation of the statute or any action taken under it before its repeal and if any certificate or document is required to be filed in any public office of thi…

This chapter shall be known and may be cited as the “For-Profit Benefit Corporation Act.”

This chapter applies to all for-profit benefit corporations. If a corporation, organized under the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title, elects to become a for-profit benefit corporation under this chapter in the manner prescribed in this c…

(1) As used in this chapter:(1) “For-profit benefit corporation” means a domestic business corporation organized under and subject to the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title that intends to pursue a public benefit or public benefits;(2) “F…

(a) (1) Notwithstanding the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title, a domestic for-profit corporation that is not a for-profit benefit corporation shall not, without the approval of two-thirds (⅔) of the outstanding shares of each class of th…

(a) Any stock certificate issued by a for-profit benefit corporation shall conspicuously note that the corporation is a for-profit benefit corporation subject to this chapter. (b) Any notice sent by a for-profit benefit corporation pursuant to § 48-11-202, shall conspicuously sta…

(a) In discharging the duties of the position of director of a for-profit benefit corporation, a director shall consider the effects of any contemplated, proposed, or actual transaction or other conduct on the interests of those materially affected by the corporation's conduct, i…

(a) A for-profit benefit corporation shall include in every notice of a meeting of shareholders a statement to the effect that it is a for-profit benefit corporation subject to this chapter. (b) No later than four (4) months after the close of a for-profit benefit corporation's f…

Shareholders of a for-profit benefit corporation owning individually or collectively, as of the date of instituting the derivative suit, at least two percent (2%) of the corporation's outstanding shares or, in the case of a corporation with shares listed on a national securities …

(1) This chapter shall not affect a statute or other rule of law applicable to a domestic business corporation that is not a for-profit benefit corporation, except as provided in § 48-28-104. Specifically, no implication is made by, and no inference may be drawn from, the enactme…